SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report: November 17, 1997
-------------------
XEROGRAPHIC LASER IMAGES CORPORATION
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-11236 51-0319174
------------ --------- --------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
101 Billerica Avenue, 5 Billerica Park, North Billerica, MA 01862
- ------------------------------------------------------------ --------
(Address of principal executive offices) (Zip Code)
(978) 670-5999
----------------
(Registrant's telephone number, including area code)
Information to Be Included in the Report
Item 1 Changes in Control of Registrant
Not Applicable
Item 2 Acquisition or Disposition of Assets
Not Applicable
Item 3 Bankruptcy or Receivership
Not Applicable
Item 4 Changes in Registrant's Certifying Accountant
Not Applicable
Item 5 Other Events
News Release dated November 17, 1997
------------------------------------
Oak Technology
Pixel Magic Signs Letter of Intent
to Acquire Xerographic Laser Images
ANDOVER, Mass., November 17, 1997 -- Pixel Magic, a leading provider of
advanced image processing semiconductors which enable digital office
peripherals and Xerographic Laser Images Corporation (XLI) (NASDAQ Bulletin
Board: XLCC) today announced that the companies have signed a letter of
intent for Pixel Magic to acquire XLI by merger. As currently proposed, the
holders of XLI shares and share equivalents will receive a payment of $5M in
cash and an additional payment of up to $10M in cash contingent upon XLI
achieving certain milestones over a three year period.
Located in North Billerica, Massachusetts, XLI develops products that produce
enhanced resolution output from printers, digital copiers, scanners, fax
systems and multifunction peripherals.
"We are excited about the opportunities to leverage XLI's resolution
enhancement technology by offering its products to our customers, as well as
integrating its technology with Pixel Magic's products to offer our customers
complete image processing solutions," stated Peter Besen, president of Pixel
Magic.
This acquisition is subject to the signing and closing of a definitive
agreement requiring the approval of both companies' board of directors and the
approval of XLI's shareholders.
The foregoing statements may consist of forward-looking statements that
involve risks and uncertainties. These statements may differ materially from
actual future events or results. Factors that could cause actual outcome to
differ materially from those set forth include, without limitation, the rate
of adoption of new technology, market acceptance of the product, competitive
pricing actions and marketing programs, among others. For a discussion of
such risks, see both companies' most recent SEC form 10-K and 10-Q.
About Pixel Magic
- -----------------
Founded in 1991, Pixel Magic provides advanced image processing chip
technology to OEMs and technology partners in the digital office equipment
market worldwide. The Company, headquartered in Andover, Mass., is a wholly
owned subsidiary of Oak Technology, Inc. (NASDAQ: OAKT). Pixel Magic's
expertise in digital image processing technologies is assisting the evolution
of the digital office environment (DOE). Information on Pixel Magic and its
currently available product line can be found on the World Wide Web at:
http://www.pixelmagic.com.
- -------------------------
Pixel Magic is a trademark of Oak Technology, Inc. All other product names
or company names are mentioned for identification purposes only, and may be
trademarks of their respective owners.
###
Editorial Contacts:
- ------------------
Don Shulsinger
Pixel Magic
(508) 470-8830 x236
shulsinger@pixelmagic.com
- -------------------------
James Salerno
Xerographic Laser Images
(508) 670-5999
Item 6 Resignations of Registrant's Directors
Not Applicable
Item 7 Financial Statements and Exhibits
Not Applicable
Item 8 Change in Fiscal Year
Not Applicable
Signatures
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Xerographic Laser Images Corporation
------------------------------------
(Registrant)
Date: November 20, 1997 By: /s/ James L. Salerno
----------------- ---------------------------------
James L. Salerno, Chief Financial Officer
(Principal Financial and Accounting Officer)